CONTINENTAL MATERIALS CORP
SC 13G, 1998-02-17
AIR-COND & WARM AIR HEATG EQUIP & COMM & INDL REFRIG EQUIP
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                                  UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549

                                   SCHEDULE 13G
                                  (RULE 13D-102)

                        INFORMATION STATEMENT PURSUANT TO
                      RULES 13D-1(b) AND (c) AND AMENDMENTS
                       THERETO FILED PURSUANT TO 13D-2(b)
                                (AMENDMENT NO. )*



                        CONTINENTAL MATERIALS CORPORATION
                                 (Name of Issuer)


                                   COMMON STOCK
                          (Title of Class of Securities)


                                    211615208
                                  (CUSIP Number)



*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).




<PAGE>



CUSIP NO.   211615208                     13G                  PAGE 2 OF 4 PAGES



1.    NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

      NEW YORK LIFE TRUST COMPANY               EIN # 13-3808042

2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                 (a) [  ]
                                                                        (b) [  ]

3.    SEC USE ONLY

4.    CITIZENSHIP OR PLACE OF ORGANIZATION

      NEW YORK, NEW YORK

NUMBER OF               5.    SOLE VOTING POWER                           61,608
SHARES
BENEFICIALLY            6.    SHARED VOTING POWER                              0
OWNED BY
EACH                    7.    SOLE DISPOSITIVE POWER                      61,608
REPORTING
PERSON                  8.    SHARED DISPOSITIVE POWER                         0
WITH

9.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
      REPORTING PERSON                                                    61,608

10.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
      EXCLUDES CERTAIN SHARES* [  ]

11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                       5.6%

12.   TYPE OF REPORTING PERSON*

            BK

                       *SEE INSTRUCTIONS BEFORE FILLING OUT



<PAGE>


                                   


CUSIP NO.   211615208                     13G                  PAGE 3 OF 4 PAGES


Item 1(a)   Name of Issuer:   CONTINENTAL MATERIALS CORPORATION

Item 1(b)   Address of Issuer's principal executive offices:

            225 WEST WACKER DRIVE
            SUITE 1800
            CHICAGO, ILLINOIS 60606

Item 2(a)   Name of person filing:    NEW YORK LIFE TRUST COMPANY

Item 2(b)   Address of principal business office:

            51 MADISON AVENUE, ROOM 117A
            NEW YORK, NY  10010

Item 2(c)   Citizenship:  SEE ITEM 4 OF COVER PAGE

Item 2(d)   Title of class of securities:  SEE COVER PAGE

Item 2(e)   Cusip No.:  SEE COVER PAGE

Item 3(b)   Type of Person:    SEE ITEM 12 OF COVER PAGE

Item 4(a)   Amount  beneficially  owned:  New  York  Life Trust Company, in  its
            capacity  as  trustee  of  the  Continental   Materials  Corporation
            Employees'  Profit  Sharing  Retirement  Plan,  may  be  deemed  the
            beneficial  owner of 61,608  shares of  common  stock of the  issuer
            which are owned by the Plan on behalf of numerous participants.

Item 4(b)   Percentage of class:    5.6%

Item 4(c)   For  information   regarding  voting  and   dispositive  power  with
            respect to the above listed shares see items 5-8 of Cover Page.

Item 5      Ownership of 5 percent or less of a class:   NOT APPLICABLE

Item 6      Ownership  of more than 5 percent  on behalf of  another  person:
            Shares as to which this  schedule is filed are owned by  Continental
            Materials  Corporation  Employees' Profit Sharing Retirement Plan on
            behalf  of  numerous   participants,   which  participants   receive
            dividends  and the  proceeds  for the sale of such  shares.  No such
            participant  is known to have such an interest  with respect to more
            than 5% of the class except as follows: NONE



<PAGE>


                                   


CUSIP NO.   211615208                      13G                 PAGE 4 OF 4 PAGES


Item 7      Identification and classification of members of the subsidiary which
            acquired  the  security  being  reported  on  by  the parent holding
            company:        NOT APPLICABLE

Item 8      Identification and classification of members of the 
            group:    NOT APPLICABLE

Item 9      Notice of dissolution of the group:   NOT APPLICABLE

Item 10     Certification:

            By signing  below I certify  that,  to the best of my knowledge  and
            belief,  the  securities  referred  to above  were  acquired  in the
            ordinary course of business and were not acquired for the purpose of
            and do not have the effect of changing or influencing the control of
            the issuer of such  securities  and were not acquired in  connection
            with or as a participant in any  transaction  having such purpose or
            effect.

                                     SIGNATURE

            After reasonable inquiry and to the best of my knowledge and belief,
            I certify that the  information set forth in this statement is true,
            complete, and correct.




Dated: February 5, 1998


                                           /S/   WILLIAM V. ZALESKI
                                           ----------------------------------
                                           Name:   William V. Zaleski
                                           Title:  President




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